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Written by Colbie Caillat, Jason Reeves & Makana Rowan | Published by Cocomarie Music (BMI), Dancing
Squirrel/NAFI Music (ASCAP) & TBA | Produced by Ken Caillat | Lead Vocals: Colbie Caillat | Drums: Jarrod
Johnson | Bass: Sean Hurley | Guitars: Tim Pierce, Greg Suran, Justin Young | Keyboards: Will Gramling,
Patrick Warren | Percussion: Luis Conte | Rhythm Arrangement by Cheche Alara & Ken Caillat | Background
Vocals: Colbie Caillat, Jason Reeves
Written by Colbie Caillat, Kara Dioguardi & Jason Reeves | Published by Cocomarie Music (BMI), Sunshine Terrace
Music/BUG Music (BMI) & Dancing Squirrel/NAFI Music (ASCAP) | Produced by John Shanks | Lead Vocals:
Colbie Caillat | Drums: Victor Indrizzo | Bass: Sean Hurleys | Guitar: John Shanks | Keyboards: Jamie
Muhoberac | Background Vocals: Colbie Caillat, Jason Reeves, Kara Dioguardi
Written by Colbie Caillat & John Shanks | Published by Cocomarie Music (BMI) & Sony/ATV Tunes LLC/Tone
Ranger Music (ASCAP) | Produced by John Shanks | Lead & Background Vocals: Colbie Caillat | Drums:
Victor Indrizzo | Bass: Sean Hurley | Guitar: John Shanks | Keyboards: Jamie Muhoberac, Charles
Judge | Horns: Max Abrams, Steve Patrick | Horns Arranged by Charles Judge | Additional Pro Tools
Editing: Dan Chase
Written by Colbie Caillat & Rick Nowels | Published by Cocomarie Music (BMI) & EMI April Music, Inc. o/b/o
R-Rated Music (ASCAP) | Produced by Rick Nowels, Ken Caillat & John Shanks | Lead & background
Vocals: Colbie Caillat | Drums: Victor Indrizzo | Bass: Sean Hurley, John Pierce | Electric Guitars: Tim
Pierce, John Shanks, Greg Suran | Drum Programming, Percussion, Acoustic & Electric Guitars, Keyboards:
Rick Nowels | Keyboards: Charles Judge, Jamie Muhoberac, Patrick Warren
Written by Colbie Caillat & Jason Reeves | Published by Cocomarie Music (BMI) & Dancing Squirrel/NAFI Music
(ASCAP) | Produced by Ken Caillat | Lead & Background Vocals: Colbie Caillat | Drums: Jarrod Johnson | Bass:
Sean Hurley | Guitars: David Becker, Tim Pierce, Greg Suran, Justin Young | Keyboards: Will Gramling,
Patrick Warren | Percussion: Luis Conte | Background Vocals: Nathaniel Alford, Sara Collins, Tina Morris,
Nolan Sipe, Ghian Wright, Jason Reeves, Justin Young | Rhythm Arrangement by Cheche Alara
featuring Jason Reeves
Written by Colbie Caillat & Jason Reeves | Published by Cocomarie Music (BMI) & Dancing Squirrel/NAFI Music
(ASCAP) | Produced by Ken Caillat | Lead & Background Vocals: Colbie Caillat | Drums: Victor Indrizzo | Bass:
Sean Hurley | Guitars: Justin Young, Jason Reeves | Keyboards: Will Gramling, Patrick Warren | Percussion:
Luis Conte | Cello: Vanessa Freebairn-Smith | Background Vocals: Jason Reeves Strings Arranged by
Patrick Warren
Written by Colbie Caillat, Kara Dioguardi & Jason Reeves | Published by Cocomarie Music (BMI), Sunshine
Terrace Music/BUG Music (BMI), & Dancing Squirrel/NAFI Music (ASCAP) | Produced by Ken Caillat | Lead
& Background Vocals: Colbie Caillat | Drums: Victor Indrizzo | Bass: Sean Hurley | Guitars: Tim Pierce,
Greg Suran, Justin Young | Keyboards: Will Gramling, Patrick Warren | Percussion: Luis Conte | Rhythm
Arrangement by Cheche Alara
Written by Colbie Caillat, Kara Dioguardi, Jason Reeves & Mikal Blue | Published by Cocomarie Music (BMI),
Sunshine Terrace Music/BUG Music (BMI), Dancing Squirrel/NAFI Music (ASCAP) & Opium For The People
Music (ASCAP) | Produced by Greg Wells | Lead & Background Vocals: Colbie Caillat | Drums, Bass, Keyboards,
Percussion, Programming: Greg Wells
Written by Colbie Caillat & Rick Nowels | Published by Cocomarie Music (BMI) & EMI April Music, Inc. o/b/o
R-Rated Music (ASCAP) | Produced by Ken Caillat & Rick Nowels | Lead & Background Vocals: Colbie
Caillat | Drums: Jarrod Johnson | Bass: Sean Hurley | Guitars: David Becker, Tim Pierce, Greg Suran,
Justin Young | Keyboards: Will Gramling, Charles Judge, Patrick Warren | Percussion: Luis Conte
Written by Colbie Caillat & Rick Nowels | Published by Cocomarie Music (BMI) & EMI April Music, Inc. o/b/o
R-Rated Music (ASCAP) | Produced by Ken Caillat & Rick Nowels | Lead & Background Vocals: Colbie
Caillat | Drums: Victor Indrizzo | Bass: Sean Hurley | Guitars: Tim Pierce, Greg Suran, Justin Young
Keyboards: Will Gramling, Charles Judge, Patrick Warren | Percussion: Luis Conte
Written by Colbie Caillat & Jason Reeves | Published by Cocomarie Music (BMI) & Dancing Squirrel/NAFI
Music (ASCAP) | Produced by Ken Caillat | Lead & Background Vocals: Colbie Caillat | Drums: Victor
Indrizzo | Bass: Sean Hurley | Guitars: Tim Pierce, Greg Suran, Justin Young | Keyboards: Will
Gramling, Patrick Warren | Percussion: Luis Conte | Rhythm Arrangement by Cheche Alara
Written by Colbie Caillat & Jason Reeves | Published by Cocomarie Music (BMI) & Dancing Squirrel/NAFI Music
(ASCAP) | Produced by Ken Caillat | Lead & Background Vocals: Colbie Caillat | Drums: Victor Indrizzo
Bass: Sean Hurley | Guitars: Justin Young, Jason Reeves | Keyboards: Will Gramling, Patrick Warren
Percussion: Luis Conte

Written by Colbie Caillat, Kara Dioguardi, Jason Reeves & Mikal Blue Published by Cocomarie Music (BMI),
Sunshine Terrace Music/BUG Music (BMI), Dancing Squirrel/NAFI Music (ASCAP) & Opium For The People
Music (ASCAP) | Produced by Ken Caillat | Lead & Background Vocals: Colbie Caillat | Drums: Victor
Indrizzo | Bass: Sean Hurley | Guitars: Tim Pierce, Jason Reeves, Greg Suran, Justin Young | Keyboards:
Will Gramling, Patrick Warren | Percussion: Luis Conte
Written by Colbie Caillat, Tim Fagan, and Jason Reeves | Published by Cocomarie Music (BMI), Wrunch Time
Music & Dancing Squirrel/NAFI Music (ASCAP) | Produced by Mikal Blue | Lead & Background Vocals:
Colbie Caillat | Drums: Michael Baker | Bass: Michael White | Keyboards: Will Gramling | Guitar: Acoustic
& Electric Guitar Greg Suran, Electric Tim Fagan | Horns: Tenor Sax Dan Higgins, Flugel Horns Rick Baptist,
Warren Luening, Contractor: Victor Lawrence | Horns Arranged & Conducted by Andrew Williams
Written by Colbie Caillat & Rick Nowels | Published by Cocomarie Music (BMI) & EMI April Music, Inc. o/b/o
R-Rated Music (ASCAP) | Produced by John Shanks | Lead & Background Vocals: Colbie Caillat | Drums:
Victor Indrizzo | Bass: Sean Hurley | Guitar: John Shanks | Keyboards: Jamie Muhoberac
Written by Colbie Caillat & Rick Nowels | Published by Cocomarie Music (BMI) & EMI April Music, Inc. o/b/o
R-Rated Music (ASCAP) | Produced by John Shanks | Lead & Background Vocals: Colbie Caillat | Drums:
Victor Indrizzo | Bass: Sean Hurley | Guitar: John Shanks | Keyboards: Jamie Muhoberac | Additional
Pro Tools Editing: Dan Chase
Written by Colbie Caillat & Rick Nowels | Published by Cocomarie Music (BMI) and EMI April Music, Inc. o/b/o
R-Rated Music (ASCAP) | Produced by Ken Caillat & Rick Nowels | Lead & Background Vocals: Colbie
Caillat | Drums: Victor Indrizzo | Bass: Sean Hurley Guitars: Tim Pierce, Greg Suran, Justin Young
Keyboards: Will Gramling, Charles Judge, Patrick Warren | Percussion: Luis Conte | String arrangement
by Charles Judge
Written by Colbie Caillat & Stacy Blue | Published by Cocomarie Music (BMI) & Little Bleu Clementine (ASCAP)
Produced by Ken Caillat | Lead Vocals: Colbie Caillat | Background Vocals: Colbie Caillat, Justin Young
Drums: Victor Indrizzo | Bass: Sean Hurley Guitars: Justin Young, Jason Reeves | Keyboards: Will
Gramling, Patrick Warren | Cello: Vanessa Freebairn-Smith Percussion: Luis Conte | Rhythm
Arrangement by Cheche Alara | Strings Arranged by Patrick Warren
All songs mixed by Michael Brauer except “Fearless” mixed by Greg Wells | “I Never Told You” mixed by Ken
Caillat & Ghian Wright | “Never Let You Go” mixed by Jeff Rothschild | “Out Of My Mind" Mixed by Mikal
Blue & Ken Caillat | Songs 1, 5, 6, 7, 10, 12, 14 produced by Ken Caillat | Recorded by Ken Caillat, Ghian
Wright & Ryan Freeland | Additional recording by Nolan Sipe | Songs 2, 3, 15, 16 produced by John Shanks
| Engineered by Jeff Rothschild | Pro Tools editing by Lars Fox | Songs 9, 11, 17 produced by Ken Caillat &
Rick Nowels | Recorded by Ken Caillat, Ghian Wright & Ryan Freeland | Additional recording by Kieron
Menzies, Nolan Sipe | Song 4 produced by Rick Nowels, Ken Caillat & John Shanks | Recorded by
Kieron Menzies, Ghion Wright & Jeff Rothschild | Drums recorded by Ryan Freeland | Pro Tools edit-
ing by Lars Fox | Song 8 produced, recorded and mixed by Greg Wells | Song 13 produced & engineered by Mikal
Blue | Assitant engineer Justin Gariano | Executive production by Ken Caillat | Recorded at Revolver Studios
Westlake Village, CA | Additional production by Colbie Caillat, Jason Reeves & Ken Caillat | Programming by
Mikal Blue
Mastered by Doug Sax with Eric Boulanger at The Mastering Lab, Ojai, CA, except “Fallin’ For You” mastered
by Greg Calbi at Sterling Sound, New York, NY | Musician contractor and project coordination by Shari
Sutcliffe | Recorded at The Record Plant, The Green Building, The Village Recorder, Henson Studios,
Rocket Carousel, Revolver Studios | Mixed at Electric Lady Studios, New York, NY except “Fearless”
mixed at Rocket Carousel Studios, Manhattan Beach, CA, “I Never Told You” mixed at The Village Recorder,
Los Angeles, CA, “Never Let You Go” mixed at Henson Studios, Hollywood, CA, "Out Of My Mind" Mixed at
Revolver Studios Westlake Village, CA | Assistant Engineers: Chris Garcia, Josh Gudwin, Ryan Kennedy,
Rob Kinelski, Paul La Malfa, Dean Reid, Tom Syrowski & Andrew Dixon | Mix Assistants Ryan Gilligan
& Will Hensley
Art Direction: Sandy Brummels | Art Direction & Design: Christopher Kornmann for spit and image |
Photography: Andrew Southam, Jason Reeves, Peter King, Andre Canapari, Josh Newton | Management:
Chad Jensen, The Fitzgerald-Hartley Co. | Booking: Brian Ahern, David Levine & Jay Williams at
William Morris | Legal Representation: John Frankenheimer & Brad Shenfeld at Loeb & Loeb
Hi! These songs are about growing up, experiencing life, love, making mistakes, and learning from them.
I recently learned something about myself. For a lot of us, when life gets hard to deal with & keep up
with, it becomes easier to give up on & let go of. I found myself doing that a lot & I was slowly falling
apart. But...I woke up from it. I realized I wasn’t happy settling for less or letting myself become some-
one I wasn’t supposed to be due to laziness. I had to Breakthrough my fears, my insecurities & my self
doubt. There are so many battles that we all have to go through in life that are for us to learn from, we
grow stronger from them. I just learned this. I want to remind myself & everyone out there that we have
to Breakthrough all the little things we tell ourselves we can’t do because we are scared, and just step
up & do them. This record is about becoming the person you want to be, having will power & letting
nothing hold you back. So try not to let great things pass you by, start making things happen that you
really want in life! I hope these words help you, if you are in need of them...
Thank you, Thank you, Thank you...
Dad – you believed in this record more than anyone. Thank you for being the best father a girl could ever have, a
brilliant producer & for bringing these songs to life. I wouldn’t be where I am today without you. You remind me that
this business is about music, from the heart, that’s what people wanna hear.
Chad Jensen – Cherd, you are the best manager in this business, thank you for always being there for me, for
trusting my gut when I tell you we have to go for something I believe in & for understanding when I tell you I
want to say no. For giving me honest advice everyday, for being smart, kind, funny & real. For scaring the bad
people away & bringing in the good. We are a great team!
Jason Reeves – Jay, you are the most beautiful songwriter, unique musician & best friend. We were born to meet
each other & tie these songs together for the world to fall in love to...I believe that.
Nancy O’Meara – Nance, you reminded me to take back control of my life, thank you for believing in me even
when I didn’t, for making touring & performing something that I now love to do. And for being a great friend.
Momma – just thinking about you & how proud of me you always are makes my eyes tear up. I am so lucky to have
such loving parents who encourage me to be great & enable me to do what I love to do in life. You are always so
understanding & patient with me. Morgs & I truly grew up in great hands. I love noticing little things about myself
that remind me of you everyday.
Avery & Monte Lipman – you guys saw something in me 2 years ago when I first met you. When I was a shy young
girl who you knew was gonna take a lot of work to prep for this business. You have stayed honest & kept your word. I
have complete respect for you both & am proud to be working with you.
Rick Nowels – thank you for loving every melody & lyric that I come up with when we write together. It really
gives me the confidence I need as a young writer.
John Shanks – thank you for making me laugh everyday in the studio & reminding me to have fun.
Greg Wells – we figured out how to give "Fearless" the heart beat behind it that it needed, thank you for working
with me.
Kara Dioguardi – thank you for coming to Kauai with us, we wrote so many beautiful songs together. I’m so happy
I met you!
Cheche Alara – you are so great to work with, you are such a talented man, I have so much respect for you.
Mikal Blue – CocoBlueJay will live on forever. There is still nothing better than being in the studio with you & Jay,
creating a song from scratch like we were painting a picture, all adding in our own colors, but with sound. I learned
from you while I was growing up, those were the best years of my life.
Stacy Blue – you see beauty in every person before anyone else notices it about them. That is something I see in
you & I think it is so wonderful. You are one of the best writers I’ve ever met.
Makana Rowan – you are such a great poet, keep telling us your heart felt thoughts, thank you for helping with
“Droplets” & “What I Wanted To Say.”
Jason Mraz – you taught me to calm my heart before I sing.
Ky – I have put you through so much over the years, I am sorry for that. I was a young girl learning as I was
growing up and experiencing life. I didn’t know enough about love. Most of these songs are for you...
Tyler Hilton, Daniel Pen`a, Breanna Stott, Michele Gruska, Michael Baker, Mike White, Tim Fagan – for being
in my life & inspiring me in some way to write a few of these songs on this record about you or a situation in your life.
Justin Young, Will Gramling, Victor Indrizzo & all the musicians who played on this record. I’m truly in love
with how it sounds, you all added your personal colors to my songs & they sound beautiful.
Diana Baron, Mark Hartley, Heather Manheim & the staff at Fitzgerald-Hartley, John Frankenheimer, Brad
Shenfeld & Meg Ross at Loeb & Loeb, David Levine & Brian Ahern at William Morris, Ben Adelson, Brett
Alperowitz, Frank Arigo, Serena Boyd, Sandy Brummels, Cameo Carlson, Kim Garner, Dan Getz, Kirk
Harding, Gina Harrell, Joel Klaiman, George Marolda, Pat Monaco, David Nathan, Wendy Quock, Rian
Rochford, Toby Russell & the entire staff at Universal Republic thank you for all of your continuous hard work on
trying to get my music heard around the world, getting my songs on the radio, teaching me how to do proper interviews
& making me look good. You are all so great to work with! Michael Brauer, Jeff Rothchild, Kieron Menzies, Ghian
Wright, Ryan Freeland, Doug Sax, Gary Haber, Terry Doty & Gus Briceno at Haber Corp., Shari Sutcliffe,
Jenny Ricker, Frank Galasso, Kanani Kroll, Sarah Sullivan, Ken Krongard, Anna Rambeau, Trini, Sarah,
Vito, Csaba, Andrew Southam, Dave Stewart, The Malloy Brothers, Erika Macias Nunez, Tim McDaniel,
Barbara Cane & everyone at BMI, Marty Bandier & Kathleen Carey at Sony/ATV, Andre Canaparo.
Morgon-a, Bre-berta, Liese, Nate, Roxanna-lou, Penny, Jackie, Tina, Lisa & Clare, Cindy, Mindy &
Larry, Jazz, Mckenna, Negin, Dane, Jen, Brooke & Craig & Bene, Laura, Anthony, Katie, Meredith,
The Wolvertons, Dennis, ALL my cousins, my aunts & uncles & my adorable grandparents. Thank you for taking
your time to listen to my songs & help me decide which ones I should put on my record. AND for being the best
of friends through out my whole life! I love you all.
To my Garden Island for inspiring so many beautiful songs out of us & Santa Monica for being my home during
the recording of this record.
To ALL of you who buy my music, who sing to it everyday, who come to my shows, who learn how to play my songs.
To ALL of you who have given me this chance to do what I love to do and share it with you. THANK YOU....
I wrote this record with great friends of mine over the past 2 years. I wanted to make music that people could listen
to while driving on a long road trip, while dancing at a party with friends, while laying out at the beach or sitting at
their desk at work. I wanted to give people songs that they could fall in love to, lay down & cry to, songs & stories
that they can relate to so they feel like they aren’t the only ones going though whatever it is they are going through
in life. Music is for you to listen to & forget about your worries. These songs can mean what ever you want them to
mean, they are now yours... ~Cc